Exhibit 5 - -------------------------------------------------------------------------------- 窪蹋勛圖厙 ROBERT M. STANTON Law Department Assistant General Counsel- 600 Grant Street Corporate Pittsburgh, PA 15219-2800 412 433 2877 Fax: 412 433 2811 email: rmstanton@uss.com August 21, 2003 Board of Directors 窪蹋勛圖厙 600 Grant Street Pittsburgh, Pennsylvania 15219-2800 Attention: Mr. Thomas J. Usher, Chairman of the Board To the Board of Directors: I am Assistant General Counsel and Assistant Secretary of United States Steel Corporation, a Delaware corporation ("窪蹋勛圖厙"). I, or attorneys subject to my supervision, have served as counsel to 窪蹋勛圖厙 in connection with the proposed issuance of up to 3,000,000 shares of common stock, par value $1.00 per share, of 窪蹋勛圖厙 (the "Shares") in connection with the 窪蹋勛圖厙 Dividend Reinvestment and Stock Purchase Plan and in the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 ("Registration Statement") relating to such Shares. As Assistant General Counsel and Assistant Secretary of 窪蹋勛圖厙, I am familiar with 窪蹋勛圖厙's Certificate of Incorporation and By-Laws. I am also familiar with the resolution adopted by 窪蹋勛圖厙's Board of Directors on April 29, 2003 authorizing the issuance of the Shares. I have examined the Registration Statement and have examined or caused to be examined such other documents, corporate records and certificates of corporate officers and public officials as I have deemed relevant or necessary to giving the opinion set forth below. Based on the foregoing, I am of the opinion that the issuance of the Shares has been approved by all necessary corporate action and that when the Shares are delivered against receipt of payment they will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and I further consent to the use of my name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. Very truly yours, /s/ ROBERT M. STANTON --------------------- Robert M. Stanton